NICE’s Acquisition of Mattersight

Cooley advised Mattersight, a pioneer in personality-based software applications, on its agreement to sell to an affiliate of NICE, a provider of cloud and local enterprise software solutions.

Mattersight Corporation (NASDAQ:MATR), the pioneer in personality-based software applications,  has entered into a definitive agreement to be acquired by an affiliate of NICE Ltd., the worldwide leading provider of both cloud and on-premises enterprise software solutions that empower organizations to make smarter decisions based on advanced analytics of structured and unstructured data. Under the terms of the agreement, NICE will launch a tender offer to purchase all outstanding shares of Mattersight’s common and preferred stock, pursuant to which holders of Mattersight’s common stock will receive $2.70 per common share in cash and holders of Mattersight’s outstanding preferred stock will receive $7.80 per share in cash, plus accrued and unpaid dividends as of immediately prior to the closing. The per share purchase price of Mattersight’s common stock represents a 26% premium to the per share closing price of Mattersight’s common stock on the Nasdaq Global Market on April 25, 2018, the last trading day prior to the announcement of the transaction, and a 27% premium to the 30-day weighted-average price per share of Mattersight’s common stock.

Mattersight expects the integration of NICE analytics powered by Nexidia and Mattersight’s behavioral analytics technology and domain expertise will allow organizations to enjoy the market’s most advanced analytics in the cloud, driving personalization and smart connections in real time.

The Board of Directors of Mattersight has approved the transaction. The transaction is expected to close in the second half of 2018, subject to completion of the tender offer, as well certain regulatory approvals and other customary closing conditions. The transaction will be funded from NICE’s cash on hand.

Cooley advised with a team including Eric Jensen (Picture), Steve Tonsfeldt, Matthew Dubofsky, Kassendra Galindo, Janiece Jenkins, Nathan Jeffries, Sae Yun, Sam Seligman, Stacy Colter, Jacqueline Grise, Sharon Connaughton, Christopher Kimball, Amy Josselyn, Jonathan Rivinus, Mark Windfeld-Hansen, Joshua Friedman, Ross Eberly, Adit Khorana, Chris Mayer-Dempsey, Kevin King and David Burns.

 

Involved fees earner: Eric Jensen – Cooley LLP; Steve Tonsfeldt – Cooley LLP; Matthew Dubofsky – Cooley LLP; Kassendra Galindo – Cooley LLP; Janiece Jenkins – Cooley LLP; Nathan Jeffries – Cooley LLP; Sae Yun – Cooley LLP; Sam Seligman – Cooley LLP; Jacqueline Grise – Cooley LLP; Sharon Connaughton – Cooley LLP; David Burns – Cooley LLP; Christopher Kimball – Cooley LLP; Amy Josselyn – Cooley LLP; Jonathan Rivinus – Cooley LLP; Mark Windfeld-Hansen – Cooley LLP; Chris Mayer-Dempsey – Cooley LLP; Joshua Friedman – Cooley LLP; Ross Eberly – Cooley LLP; Adit Khorana – Cooley LLP; Kevin King – Cooley LLP;

Law Firms: Cooley LLP;

Clients: Mattersight Corp;